The Doctor and Sophie's AUs
by The Doctor's Charlene
Summary: As the title suggests, this is a series of AUs for my couple in Written In The Stars, Dophie. More will be told in multiple parts. They are written by me and my co-writer. We are taking requests so send them in! (First one - in which the Doctor poses as a teacher and Sophie is his student. Told in three parts.)
1. Student and Teacher AU: Part 1

**Summary: **A AU in which the Doctor is undercover as a teacher with Sophie McQueen as his student. Three Part AU. Rated M for sexual content and language.

**Author's Note: **This AU takes place in between Tooth and Claw and School Reunion. What's going on in Sophie's school is what happened in School Reunion. Let's just say the Krillitanes thought they could use college students to rewrite the code.

Oh and there is more parts to this AU. It was gonna be one big one-shot but I decided to split it.

But anyway, me and my co-writer hope that you enjoy this AU!

* * *

><p>Sitting in the back of her physics classroom, Sophie McQueen stared at the test grade she just received in disbelief. She got a D on it and she couldn't believe it she never got such a bad grade before.<p>

Great...how was she going to explain this to her aunt? She groaned to herself as she glanced up at her teacher, Dr. John Smith who insisted on them calling him, the Doctor. He was sitting at his desk, working on something. She stared at him, wondering why he gave her such a bad grade. But her looking at him was something that wasn't uncommon.

She had such a huge crush on him. One could say she was in love with him. She knew nothing could come out of it with her being his student and him being her teacher. She continued staring at him, leaning her chin on his hand.

The Doctor sat at his desk, looking over the scores again. For the past month, he had been undercover as a teacher at a local college in Cardiff after hearing strange alien activity in the area. For some reason, some of the students have been showing strange behavior in the school and he was determined to figure out what was going on. Of course he didn't mind being a teacher, in fact, he actually enjoyed it. He loved teaching physics to the minds of adults and he especially loved his students.

As he sat there grading papers, the Doctor could feel someone's gaze on him. He knew who it was obviously. The one student who's had her eyes on him since he started teaching at the college.

His eyes met her dreamy gaze, staring right back at her.

As soon as she saw that he was looking right at her, she flushed brightly and quickly looked away, trying to control her breathing at being caught staring at him.

He smirked internally at her embarrassment as he went back to his papers.

God she needed to be more careful. She returned her gaze to her paper and sighed internally again. She needed to talk to him about this grade. After class was over, she was gonna do just that.

The Doctor stood up from the desk and walked over to the board. "Okay class, I've just giving back your midterms and your grade is worth 20% of your final grade. I know most of you did well on this midterm, but then there were some of you who didn't do so well." Actually there was only one who got a grade lower than a 'B'. And that was Sophie McQueen. "If you have a grade lower than a 'B' then you may speak to me about a little extra credit project to help with your current grade."

Sophie internally grinned. That was very good news! To her at least. She needed to bring this grade up.

He smiled at his class. "Okay then, have a nice weekend and I will see you next week. Class dismissed." he told his class as he walked back over to his desk, letting his students file out of the classroom.

Once all the rest of the students were out, Sophie got out of her seat and began walking towards the front of the classroom. She didn't notice that her skirt was hiked up to her thighs.

The Doctor stared down at his personal notes on the students in his classroom. 'Let's see...twenty-nine out of thirty students have A's in this class. That's very strange...' he thought. 'Either these students study a lot or something else is going on in this school.'

"Doctor."

The Doctor looked up to see none other than Sophie McQueen standing before him. His face flushed as he noticed her knee length skirt was now pulled up further. "Miss McQueen, can I help you?"

"Yeah you can." She put her hands on his desk and leaned forward towards him slightly. "You said if you got lower than a B on the midterm that we should come to you about extra credit to bring our grade and well, I really need it."

"Y-yes...I did." He stuttered as he found himself unconsciously staring at her cleavage.

Seeing where his gaze was at, she held back a smirk. "Great," she said brightly. "What's the extra credit? I'll do anything to bring this grade up."

He mentally shook his head, trying to meet her eyes. "Um...I suppose you could write an essay on anything you want that has to do with physics. Maybe a three page one."

Though he tried to meet her eyes, she could see that every once in a while he would look down at the cleavage that was showing. Mm...Maybe she could use this to her advantage.

"Or...I could..." She leaned forward more as she sneakily pulled down her shirt so she could show even more cleavage, "do you."

His eyes widened at her proposal as he sat up straight in his chair. "Wh-what?"

"Well...instead of me writing an essay for the extra credit...I could just sleep with you for the extra credit." As she said those words, she moved around the desk with a smirk on her lips. She couldn't believe that she was saying things like this but the way he was looking at her turned her on.

He was completely shocked over what was happening right now. His failing and probably only 'human' student, going by his research on his class, was coming on to him. Not that he wasn't turned on by this, in fact, he was very turned on by her suggestion. But he shouldn't be doing this right now. He had a job to do and flirting with the students wasn't part of the job. Especially not sleeping with them.

The Doctor swallowed as he moved his wheeled chair backwards, trying to get away from her.

"Uh...no...no...that's not necessary."

She continued following him and he wheeled around the desk to get away from her so she quickened her pace. Once he made it fully around just once, she grabbed the arms of the chair, stopping him in his pace, and she pouted at him.

"And why not? I can see that you want me. Why else would you be staring at my chest and my legs?"

He shook his head. "I...I wasn't looking at anything."

"Oh really?" She smirked as she settled herself in his lap, hands still holding onto the arms of the chair. She pushed her hips to meet with his and she slowly started to grind against him.

"M-Miss McQueen!" he gasped as she started grinding against him. "Ohhh...my..."

She leaned forward and whispered huskily into his ear as she continued grinding against him, "Call me Sophie."

He grabbed the arms of the chair, digging his fingers into the leather. "S-Sophie...stop this."

"I don't think you want me to," she whispered again, taking his earlobe in between her teeth and bit down gently.

He whimpered a little bit as she bit down on his ear.

She smirked internally at his whimper. She moved faster against him as her hands ran down his chest, getting to the buttons of his suit jacket to get it off of him.

His eyes closed as the pleasure started affecting him.

She could feel him harden beneath her and her internal smirk widened. Her fingers began to unbutton his suit jacket.

A moan slipped out of his mouth as she continued grinding against him.

She let go of his earlobe and began kissing his neck, wanting to hear that moan again.

His head tipped back, giving her more access.

She kissed up and down his neck, leaving small bites in her wake. She got all of the buttons unbuttoned and started to push it off his shoulders.

Suddenly a little alarm went off in the back of his head, making him realize what he was doing.

"Sophie...stop...stop it." he urged her as he tried pushing her away.

He managed to get her off and she got out of his lap, breathing heavily.

The Doctor stood to his feet, pacing back and forth, wincing at the pain between his legs. "We...we shouldn't be doing this."

In the back of her mind, she knew that he was right. This was wrong. But she wasn't listening to that part, the one that told her that it was.

"Why...not...?" Her eyes instantly went down to the bulge in his pants.

He ran a hand through his hair. "You're...you're a student and I'm a teacher. This is not supposed to be happening right now. I could get into a lot of trouble and so could you." he sighed. "I'd rather not like to see you get expelled...and I really can't afford to lose my job."

"Then we have to be careful not to get caught."

He shook his head in disbelief. "What? Sophie, I don't think you understand. We shouldn't be...doing any of this...no matter how much you and I both want this." he accidentally spoke.

"So you do want this?" She smirked as she stepped forward towards him. "I knew it."

He started backing away from her. "No...no I didn't mean that. I mean you're..."

"I'm what...Doctor?" she purred.

"You're...a beautiful young woman...but I shouldn't be thinking about a student this way...and we shouldn't be doing this."

"We don't have to have sex, you know?" she said, still walking towards him. "We can just...fool around..."

He started backing away from her. "That's not the-whoa!" He stuttered as he bumped into a desk before he moved out of its way. "That's not the point, Sophie. It's wrong and we shouldn't."

"I know that we shouldn't...but you and I both want it. You said you did and it's definitely showing that you do." Her eyes flickered back down to his bulge.

He quickly covered his arousal as he continued to move away.

"Sophie...I don't want this..."

"Prove it," she challenged. "Prove it to me that you don't want this...don't want me. Prove it and I'll back off."

"Don't you think that's what I've been doing for the past few minutes?" he told her as he found himself back up against the wall.

"No...that's not what you've been doing. You've been pushing me away because you don't want to give into your desire for me." She had him cornered and put her hands on either side of him, staring into his brown eyes.

He swallowed as he tried to maintain his breathing. "N-no...that's not it..."

"Yes...yes it is." She pushed her body up against his and she leaned up, gently pushing her lips against his.

His eyes widened as her lips pressed against his, but soon found himself slowly closing his eyes.

Gently and tentatively, she parted his lips with her tongue.

He sighed as he opened his mouth, granting her entrance.

She greedily explored his mouth as her body flushed against his so he could feel every inch of her body.

Hesitantly, the Doctor wrapped his arms around her, pulling her closer to him.

Her own arms wrapped around his neck as she tangled their tongues together.

His hands rubbed her back gently as he moaned into her mouth.

She moaned back. God, he was an amazing kisser.

His hand slid up to cup her chin as he deepened the kiss.

Her arms slid away from his neck to run her hands down his sides.

He sighed as she rubbed his sides before she started unbuttoning his jacket again.

Letting their hips meet, she got all the rest of the buttons unbuttoned and she pushed the jacket off of his shoulders.

He leaned away from the wall, letting his jacket fall on the floor behind him. That felt better.

Next, she started unbuttoning his shirt, not breaking the kiss at all.

He allowed to let her unbutton his shirt as he continued to kiss her.

After she got his shirt unbuttoned, she didn't push it off of him but she slid her hands inside to caress his bare skin.

The Doctor moaned as she touched his chest. Why did her hands feel so good on his skin?

She felt every inch of his chest before her hands dipped lower, her fingers gripping the top of his pants.

As she was doing this, the Doctor slid his hands under her shirt, feeling her skin beneath his fingers.

Sophie gasped into his mouth at the feel of his hands on her skin. She dreamed about how his hands would feel against her and she wasn't disappointed at how it actually felt. She played with the button of his pants.

His hands slid out from under her shirt and moved up to start unbuttoning her shirt slowly. He was determined to feel every inch of her smooth skin.

She shivered in delight as she felt his fingers brush against her breasts while she unbuttoned his pants. She slid one of her hands inside his pants, feeling the bulge in his boxers.

He moaned as soon as he hand made contact with his arousal.

As she felt him, she wondered what he looked like underneath.

His fingers continued unbuttoning her shirt until it was loose for him to push off of her shoulders.

She took her hand out of his pants and she shrugged off her shirt, letting it fall to the ground and leaving her top less.

His hands moved up cupping her breasts through the bra, moaning at the feeling.

She untangled their tongue and she pulled back from the kiss slightly. "Doctor..." she moaned against his lips.

He moaned deeply as his name left her lips. Oh how he loved hearing his name being moaned out like that.

"Doctor...I need you..."

His eyes opened slowly as he stared into her desperate pleading eyes. "You...need me?"

She nodded her head. "Yes..." she breathed breathlessly. "I need you."

The Doctor stood there motionless, trying to wrap his head around the situation here. His student offered to sleep with him in order to gain extra credit towards her grade. He told her that he shouldn't do this because it was wrong, and indeed it was. And now they found themselves against the wall. He was shirtless and her hand was inside his pants, squeezing his hardening cock. And she was topless as well with his hands massaging her breasts.

What was he doing?

"Doctor?" she said his name gently, nuzzling his neck.

He shouldn't be doing this. He was on a mission and this wasn't part of it. Sleeping with a student for no reason wasn't really what the Doctor wanted. Had they had a relationship of some sort, the Doctor wouldn't feel guilty about this situation and he could freely take her in the way that lovers were supposed to. Why did she want him? Was there a particular reason why?

His hands lowered from her breasts, sliding down her sides.

Whimpering softly at the loss of his hands on her breasts, she tried to bring them back up.

He pulled his hands away, looking away from her. "Stop."

"Why?" She knew the reason why but the question slid out of her mouth before she could stop it.

"This isn't right..." he whispered, closing his eyes. "Not because you're my student but...I just can't do this."

"Why not? What's the other reason why you can't?"

He opened his eyes as he kept his eyes trained on the wall. "I don't want to sleep with you like this. Not only are you my student...but I barely know you." he explained as he met her eyes again. "You have no idea who I am..."

"Then why do I feel like I do?" she whispered, reaching up to caress his face.

He stared at her. "You don't Sophie."

She didn't say anything, just stared back at him while she continued to caress his face.

"Look," he started as he grabbed her hand. "It doesn't feel right if we do something like this. We don't know anything about each other and we're not a couple. We're complete strangers, Sophie. Why would you want someone like me when you don't know me?"

"Because I...I love you," she blurted out. "And I know that I don't know you and how could I love someone I don't know but for some reason, I do."

His eyes widened at her confession. She loved him? She had no idea who he really was and yet she loved him? He could have been a psycho or a murder and still she felt something towards him. He was a Time Lord...an alien...and yet...she loved him.

When he didn't say anything for a while, she winced internally, wishing she hadn't said anything.

"You...you love me?" he barely whispered.

She met his eyes and nodded. "Yes..."

"Why?"

She didn't have an answer for that. She didn't know...but she did. It was all so strange.

He rubbed the back of her hand with his thumb, trying to think of something to say to her.

"If I don't know who you are, tell me now," she finally said. "Who are you?"

He took a deep breath. "I'm not from around here you could say..."

What do you mean?"

This was always the hardest part of answering. "Um...I'm sort of...an alien..."

Her eyes widened at that. But she definitely believed him. It was all because of her aunt. She grew up hearing stories about aliens from her aunt. The one she always told her was the one about the Doctor... Her heart skipped a beat as a realization came to her. Wanting to make sure it was right, she got her hand out his grip and places both hands on either side of his chest, feeling the double heartbeat.

He shivered as her hands touched his chest again as they lay on top of his racing hearts.

"No way..." she breathed. "You're the Doctor..."

His eyes widened once again as she figured it all out. How did she know this? He didn't even tell her who he really was.

"No wonder why I felt like I knew you from somewhere..." she whispered as she kept her hands on his hearts.

He was completely speechless at this point. "How..." he managed to choke out.

She knew what he was trying to ask. "When I was growing up, my aunt would tell me stories about a man called the Doctor...that's how I know."

The Doctor stared at her, still completely shocked over the situation. She knew who he was. And she wasn't afraid of him.

"I just can't believe it..." She grinned, glancing up at him.

She knew who he was and she loved him. He never imagined that this would happen. But what was he supposed to do now?

"This is unbelievable..." she whispered as she caressed his face again.

He wanted to say something. Anything! He wanted to know who her aunt was. He wanted to know about who this girl who loved him was.

But...he couldn't help but want to know what it was like to kiss her lips again...to feel her bare skin against his hands...to experience everything through her soul, body, and mind.

As if she was sensing his thoughts, she pressed her lips against his.

His eyes closed as he fell into the kiss.

Her tongue returned into his mouth, caressing his gently.

His arms wrapped around her again, drawing her closer to him as he deepened the kiss.

She moaned happily into the kiss as her hands returned to top of his pants and she pulled gently to bring his body closer to her.

His hands slid back up to massage her breasts again through her bra.

She moaned again at his hands being on her breasts again. She slowly began pulling his pants down wanting them off of him.

All of his worries seemed to disappear from his mind as he slightly pushed his hips against hers.

She pushed back against him for a moment before pulling his pants all the way down.

When his pants were at his feet, the Doctor kicked them off to the side, leaving him in only his boxers and his necktie.

She didn't waste any time on gripping the top of his boxers to begin to pull them down.

He quickly grabbed her hands, pulling them away from his boxers. His fingers thread through hers, squeezing her hands.

She broke away from the kiss, panting. "What?" she managed to ask.

"Nothing." he whispered as he picked her up into his arms and carried her over to his desk. "Just changing our location." He set her on the edge and moved between her legs before he captured her lips again.

Her arms wrapped around his neck as she returned his kiss while wrapping her legs around his waist and bringing herself closer to him.

He slid his hand under her bum, bringing her closer as he ground his hips against hers.

She moaned into his mouth and she returned his gesture.

His other came up to cup her breast through her bra, squeezing it with every thrust he made.

"Doctor..." She gasped into his mouth. Every time he would thrust, heat filled up in between her legs, making her wish he could take her skirt off.

He moaned as he heard her say his name again. "Say it...again..."

"Doctor..." She moaned his name again on command as her own hands moved to caress his bum, unable to help herself.

His hand slipped under her skirt, sliding it towards the front of her panties where he began rubbing her soaking wet heat through the silk.

She gasped loudly in response and broke away from his lips, leaning her forehead against his as she bucked her hips.

As he continued rubbing her, his other arm swept across his desk, knocking everything off onto the floor.

Sophie lay back against the now empty desk top, moving her hips against his rubbing fingers.

He smirked at her reaction as he rubbed her dampening panties. "You're really sensitive, aren't you?"

"Mm very..." She moaned. "Especially down there..."

His thumb circled around her clit, rubbing it gently.

"Oh!" She gasped, bucking her hips up.

"I didn't realize that I made you this wet." He whispered as he felt her panties growing wetter by the minute.

"You do..." She whimpered, "you have no idea how hard it was to stay in your class without wanting to go over there and fuck you right then and there..."

"What exactly turns you on when you see me?"

"Just everything..." she whispered. "Your face...your eyes...your mouth...the way your eyes crinkle when you smile...the way you talk with such enthusiasm...and the way you make me feel things that no one has ever made me felt before..."

"Wow...I never knew that you thought of me like that..."

"Well I do..."

He smiled at her as he leaned down to kiss her lips.

She met him half way and pressed her lips up against his, loving the way that they felt.

Grabbing his neck tie, she gently tugged on it, wanting to pull him down on top of her.

He slowly climbed on top of her, deepening their kiss.

As soon as he was on top of her, she brought her legs around his waist, making her skirt ride up.

Even though he loved taking this slow with her right now, the Doctor couldn't help but want her right now. The pain between his legs was becoming almost unbearable. His cock was pressing up against his boxers painfully.

Feeling him, she smirked as she let one of her hands slid inside his boxers and she wrapped her fingers around his hard cock.

He broke their kiss as he lay his forehead against hers. "Ahh...Sophie..."

"You're so hard for me..." she breathed out, amazed as she began moving her hand.

He inhaled sharply as he bucked against her hand. "Ahhh..."

"Do you...like me touching you like this?" she asked huskily as her hand moved slightly faster.

He couldn't respond to her as he moved his hips.

"Do you?" she pressed, giving him a hard squeeze.

"Ahhh...yes!"

She smirked. "Good," she purred.

Then he suddenly grabbed her hand, pulling her hand out of his boxers. "If you...keep doing that...I'm going to release before we've even started." he breathed.

Though she pouted at him taking her hand away from his cock, he did have a point. She didn't want him to cum too soon.

Noticing her expression, he quickly leaned down to kiss her as he stood up to stand beside his mate without breaking the kiss and his hands slid under her skirt. He gripped the sides of her wet panties and slid them down her thighs.

She kissed him back hungrily, feeling her panties being slid down.

He threw them off to the side as he reached back under, sliding his fingers across her slit.

Her eyes widened in pleasure as soon as he touched her there and her hips bucked up.

"Do you like it when my fingers tease you like this?"

"Yes!" She gasped against his lips.

He smirked as he slid a finger inside of her, twisting it inside of her.

She broke away from his lips to let out a small cry of pleasure as she leaned her head against the desk.

"You're so wet." he purred as he added another finger, thrusting them inside of her.

She whimpered as she moved her hips to meet the pace of his thrusting fingers.

He loved watching her face twist in pleasure as she continued to moan his name.

Never did he ever expect to be doing this with her. Ever since he started teaching at the college he couldn't help but stare at her beautiful face. Her smile was always pleasant to see during class and her laugh made him smile. And of course he thought that she was very attractive, especially whenever she wore those tiny skirts of hers. Just seeing that shirt riding up her thighs aroused him. If he was grading papers or watching his students take a test, he couldn't help but sneak a peak at her while she stared down at her tests.

"Oh Doctor..." She moaned, bucking her hips frantically.

He curled his fingers inside of her. "Do you like that?"

"Fuck yes..." she hissed, her back arching upwards.

He curled them again. "Do you want me?"

"Yes ... I want you..." she moaned.

"Right...now?" he teased as he twisted his fingers suddenly.

"Doctor...please..." She whimpered and gasped as she bucked her hips. "Just...fuck me...please...I want you so much..."

He pulled his fingers away, smirking at her.

She groaned loudly at the loss of his fingers. "No...please...don't stop..."

"But didn't you want me to fuck you?" He asked.

She nodded eagerly as she pulled at the top of his boxers, wanting them off so his cock would be released.

He sighed in relief as he was released from his tight confines.

She grabbed him in her hand and guided him to her entrance.

He pressed the tip of his cock at her soaking wet pussy. "Say that you want me again."

She stared into his eyes with her own filled with lust. "I want you, Doctor."

He gripped her hips. "Say it again for me." He whispered huskily.

"I. Want. You. Doctor." She stressed out with every word.

He moaned deeply as he thrust into her suddenly, making them both gasp.

She didn't move so she could get used to his size. He was large and he filled every inch of her. She loved it.

The Doctor shut his eyes, moaning in pleasure as her tight and wet walls squeezed around him.

"Doctor..." She moaned. "You feel...amazing..."

"Thanks..." He groaned. "You're...so tight!"

"Mm...I haven't done this in a while...that's why..." She wrapped her legs around his waist.

"I'll be gentle...if you want..."

"No...you don't...have to..."

"But I...don't want to hurt you..."

"You won't..." She caressed his back as she whispered, "You can move now..."

He slowly pulled out before pushing himself back inside.

She moaned loudly as her fingers dug into his back and she moved back against him.

He moaned as well as he started moving at a slow pace, trying to go as gentle as he could. The last thing he wanted was to hurt her.

He was so gentle with her but she wanted him to go faster.

However, she let him go at his own pace. At least for now.

He moaned as he moved with her, pulling her hips towards him.

Her hands moved up his back only to slide into his hair. Something she had wanted to so every since she saw him for the first time.

He sighed at her touch. "Sophie..."

Smiling at her name being called, she gently combed his hair with her fingers as she began moving faster.

The Doctor moaned as she started moving faster against him.

She tangled her fingers into his hair as she kissed his neck.

He leaned his head back, giving her more access.

Sophie kissed every inch of his neck before stopping at his pulse point where she began sucking hard.

"Ahhh...Sophie..." He moaned.

She smirked internally as her free hand cupped the back of his neck, bringing him closer. She continued sucking on his pulse point hard, no doubt leaving a hickey there.

He whimpered as her teeth grazed across the skin.

She gave him a small nip before biting down gently.

"Sophie..."

At the sound of her name, she bit down harder.

He moaned even louder as he grasped her chin, bringing her up to kiss her lips passionately.

She kissed him back just as passionately. The hand that was at the back of his neck moved to trace the hickey she gave him and she couldn't help but smirk to herself.

He sighed into her mouth as he ran his hands down her body.

She parted his lips with her tongue and tangled hers with his as she gently twisted her hips.

The Doctor moaned in response as he started moving faster.

She met his pace as her legs tightened around his waist. As their thrusting grew faster, the desk started squeaking along with them.

He gently pushed her back, laying her body flat as he crawled on top of her.

She sighed happily into his mouth, happy to have him back gone on top of her.

One of his hands gripped the side of his desk as he started moving again. He loved the way that she felt pressed against his body.

"Doctor..." She moaned his name as her chest arched up against his.

He ground his hips against hers, moaning deeply as she continued to say his name like that.

She could feel her release building and she whimpered.

His other hand grabbed her thigh, pulling her closer as he started moving faster, making the desk squeak louder with every thrust.

"Doctor!" she cried out his name as he moved so fast against her. "I'm so close...make me cum...please!"

His hands gripped her thigh and the desk harder. "Keep saying...my name..."

"Doctor... Doctor... Doctor!" She cried out his name repeatedly, moving her hips to try and meet his fast pace.

The Doctor kept thrusting into her as he felt himself nearing the end. "Sophie...Sophie...I'm close..."

"Me too...Doctor..." She moaned as her head leaned back on the desk. "Cum...inside me...Doctor..."

He thrust into her a few more times until they finally tumbled over the edge together, screaming each other's names.

Sophie gasped for air as her body relaxed against the desk. Oh God. That felt bloody amazing.

The Doctor panted heavily as he collapsed onto of her. His body was still shaking from the powerful orgasm. Everything felt...indescribable.

"Wow..." she finally breathed out as she reached up to stroke his hair. "That felt just..."

"I know...it was so..." He trailed off, unable to explain.

"Right..." She mumbled. "So...right..."

He chuckled breathlessly. "Yeah..."

She buried her face into his neck, smiling giddily into it. She couldn't believe this happened. She never thought it would...especially since this was the Doctor. The Doctor, the one she heard stories about from her aunt, Sarah Jane.

He pulled away and smiled down at her right before he kissed her lips gently.

She sighed in contentment against his mouth. "I love you..." She couldn't help herself from saying those words.

He lifted his head staring into her eyes silently. He still wondered why she felt this way about him. Why? Why did she feel this way about him? Know he was aware that she knew who he really was. But what was going to happen now?

When he didn't say anything, she caressed his cheek as she looked at him concerned. "Doctor?"

He was awoken from his thoughts as he felt her hand touch the skin on his cheek.

"Doctor...what are you thinking about?" she asked softly as her thumb brushed across his cheek.

"I...it's nothing...nothing at all." He assured her as he touched the back of her hand.

She didn't believe him. "No...what is it?"

He didn't know what to say to her. Was he supposed to say 'I love you'? He barely knew who Sophie was. He admitted to himself that he might feel something, but he didn't know what to do.

Unable to respond to her, the Doctor quickly captured her lips, hoping to distract her from the question.

She knew what he was trying to do and she wasn't going to let him distract her. Even though he was doing a pretty good job at it. She grasped his face in her hands and she pulled him away from her lips.

"Doctor...just tell me..." she said softly. "What is it?" Her voice was stern but gentle.

"It's nothing Sophie..."

"Will you stop saying that? It's not nothing. You know it and I know it. So just tell me."

He shook his head as he slowly got off of her, pulling himself out with a groan. When he was back on his feet, the Doctor walked away, pulling up his boxers.

She sat up on the desk, staring at him in exasperating. "Geez, my aunt Sarah Jane was right about you...you are stubborn..." She mumbled to herself.

He froze in his spot, barely hearing her words. "Wh-what?"

"I said my aunt Sarah Jane was right about you," she repeated herself, this time clearer and she stared at his backside. "You are stubborn."

He slowly turned towards her. "Sarah Jane? You mean Sarah Jane Smith?"

She gave him a small grin. "The one and only."

"Sarah Jane...is your aunt?"

"Yeah. Surprise." Her grin widened.

The Doctor couldn't believe it. He had just had sex with Sarah Jane's niece. Oh boy...she was going to kill him if he saw her again.

She bit her bottom lip. "Sorry for not telling you...but you didn't ask..."

He ran a hand down his face. "Yeah...because it wasn't necessary to tell me that I was going to be having sex with my old companion's niece." he responded sarcastically.

"Yeah..." she said quietly. "But now you know..." Her voice turned into a whisper, "Do you regret it?"

He sighed as he looked over at her. "Well...I don't regret what we just did...but your aunt is going to kill me when she finds out what I just did..."

"It wasn't just you who did it," she reminded him, getting off the desk. "I did too."

"Still...your aunt is going to be so furious with me...she's probably already upset with me for what's happened in the past...this just adds on to everything..."

"She's not mad at you for what happened in the past," she told him softly, moving closer to him. "She just misses you...a lot."

"She...she misses me?"

"She does...she really does..." She sighed. "Since you left her on Earth, she hasn't really done much. She never got married. No kids...just me. My parents died when I was young. So she's been taking of me ever since."

The Doctor stared in surprise at her. "And she told you all about me?"

"Yeah...she did..." She smiled as the memories of the stories she told replayed in her head. "She told me all about the adventures she had with you...told me about the Daleks. The TARDIS. Everything."

He ran a hand through his hair, trying to mull over everything she told him.

When he took his hand out of his hair, she couldn't help but giggle at how messy it was.

He looked at her in confusion. "What?"

"Your hair," she said with another giggle as she stood in front of him and reached up to run her fingers through his hair. "It's so cute how messy it is when you run your hand through it." She giggled again, loving the way his hair felt between her fingers.

He tried to look up at his hair, even though he couldn't really see it. "Oh...how bout that."

"What regeneration is this?" she asked curiously.

He glanced down at the floor. "Tenth."

"Wow...you've been through a lot of them since my aunt saw you last..." she whispered, moving her hand out his hair to grasp his chin and pulling it up to meet her gaze. "Your eyes are so old...you've seen a lot, haven't you? There's so much sadness in them..."

He looked away, nodding slowly.

"I'm sorry," she whispered, brushing the back of her hand against his cheek.

He closed his eyes, leaning into her touch.

She stared at him, still caressing his cheek. "Will you tell me what you were thinking about earlier?" she asked softly.

"I said it was nothing, Sophie." he insisted.

"And I say that it's not," she insisted back.

He pulled away from her. "And I say it is."

She wanted to argue back with him but she didn't. "Fine...it was nothing." She moved close to him again, wrapping her arms around his naked waist.

The Doctor stared at her. "What are you doing?"

"Well...I was thinking...we could go another round..." she answered, looking up into his eyes.

"A-another round...Sophie! I just found out that your aunt is Sarah Jane...I don't want to make this worse than it already is."

She pouted at him. "Oh come on, don't you want to? I bet it'll be even more amazing the second time around." Her hands slipped down and gently caressed his bum.

He held back a moan as he pulled her hands away from trying to slip down the back of his boxers. "I bet it would. But you should really get going. Your aunt is probably worried about you or you have another class tonight."

"I don't have another class tonight and I told my aunt I would probably be late to get home. So I'm all yours..."

He held onto her hands, backing away from her. "I'm flattered Sophie...I really am. But I don't think that we should do this anymore."

"Come on...just one more round?"

"No we shouldn't...besides I have a class in a little bit. I don't think I want my students walking in on us."

She knew he was lying. It was nighttime and most classes were done for the night. But she didn't say anything as she pulled her hands away from his and headed towards the classroom door.

He raised an eyebrow at her. "Oy! You can't go out there in just a skirt and bra. People are going to be really suspicious."

"Oh I'm not going out," she told him with a smirk as she closed the door and locked it before turning around. She then leaned against the door with the smirk still on her face.

"Sophie...unlock that door right now." he growled.

"No."

He took a threatening step towards her. "Sophie...we are not having sex again. Besides it's a shock that nobody could hear us already. What if they heard us then?"

"I'm still not unlocking this door." She shook her head defiantly.

He growled under his breath as he slowly walked towards her. "Sophie...I mean it."

She just moaned loudly in response just to tease him.

He quickly rushed forward, covering her mouth. "Are you crazy? Someone could hear you."

She continued to moan loudly but it was muffled now by his hand.

"Sophie...stop it."

She went on as if she didn't hear him.

Something in the back of the Doctor's mind snapped. Suddenly he pulled her away from the door and pushed her up against the edge of his desk still holding her mouth. "Sophie...if you don't stop...I'm going to have to teach you a lesson young lady," he purred.

Liking the sound of that, she moaned against his hand even louder, her eyes sparking.

He growled deeply as he pulled his hand away before roughly turning her around, pushing her up against the desk roughly. He pressed his hardening (add that) against the back of her skirt.

"Do you wanna fuck me back there?" she purred with a moan.

He leaned forward, pressing his lips against her ear. "Maybe I do...but you weren't listening to me. So I might just have to punish you for your bad behavior today."

"Then punish me, Doctor," she purred. "I deserve it."

His hands move down her legs, squeezing her thighs. "So you want to be punished."

"Yes...I do. I have been very bad. I did fuck my teacher after all."

"Not only that." he whispered. "You didn't listen to me when I told you to stop moaning."

"Yeah...there's that too..." she purred.

"What did you hope to accomplish?" he asked, sliding his hands slightly under her skirt.

"Well...I wanted you to fuck me again."

"So you never anticipated that I would be doing something like this? Punishing you?" he purred as he started caressing her bare bum.

She moaned at his touch. "Mm...not really...but I certainly don't mind."

Without thinking through his next move, the Doctor suddenly smacked her bum. "What about this?"

"Doctor!" she cried out startled.

"Were you expecting that?"

"No..." She gasped.

He caressed the spot where he smacked her.

As he caressed her, she pushed her bum up against his touch.

"Did I smack too hard?" he whispered, breaking his 'punishing teacher' persona.

"No...it wasn't...you just surprised me that's all."

"Do you want me to stop?"

She instantly shook her head. "No. Don't stop."

He smirked, switching back to his other persona. "Don't stop what?"

"Spanking me."

"Like this?" he mused, smacking her bum again.

"Yeah..." she purred with a small gasp. "That's perfect..."

He smacked her again. "Do you know what else you're being punished for?"

"Mm...what?"

"The way you tease me..." he whispered huskily as he rubbed her skin. "Every time you come into my class...I see you looking at me with that seductive and dreamy look."

"I just can't help myself," she purred. "You just look so...sexy up there..."

"Well I am pretty sexy." Then his hand slid around to the front of her body that was pressed against the desk. "But I can tell when you're deep in thought. Do you fantasize about me?" he asked as his fingers found her clit and started rubbing it.

She gasped. "Yes!"

He kissed her neck. "What sorts of things do you fantasize about?"

"Well...one of them already came true...me and you having sex on top of this desk. Another one...was of you taking me from my backside as I leaned over on your desk..."

He rubbed her little bundle of nerves a little harder. "What else?"

She bucked against his fingers. "You tying me up and fucking me...but by your mouth...not your cock."

He shivered at the thought of doing that to her. Maybe he should try that later.

"If you do that later, I'll fuck you with my mouth," she purred, licking her lips.

Okay, now he was definitely going to try that. "Sounds very tempting."

Sophie nodded. "Oh yeah. I can already see it...me going down on my knees and taking you in my mouth, sucking and licking you until you cum into my mouth..."

Another shiver ran down the Doctor's spine. "I hope that will be soon...but for now, it's my turn."

"Go right ahead..." she growled lightly.

"But do you know what makes me really mad?" he asked, pinching her clit.

"No..." She whimpered, bucking her hips. "No...what is it...?"

His other hand started playing with the piece of fabric that was hiding her soaking wet heat. "When you wear these really short skirts." he growled in her ear. "I know you wear them on purpose. You're hoping that I'll look at you in the back of the room."

"And it works too..." She smirked.

He pinched her again. "You're a bad girl for doing that. Teasing me like that...spreading your legs while I'm in the middle of teaching."

"Well...you don't have to look..." she told him. "You're just as bad as I am..."

His fingers continued to play with the bud. "It's kind of hard not to look...you're obviously trying to get my attention."

"I know...but you should control your urges." She moaned.

"Look who's talking." he pointed out, pinching her roughly, earning a loud moan from her. "You were the one who suggested that I do this with you as extra credit...no matter how much I told you no."

"What can I say? I know what I want."

He bit down on her earlobe. "And what do you want?"

"You..." She moaned again. "I want you, Doctor..."

He pulled his hand away, making her whimper with disappointment. He slid his boxers down a little bit, freeing himself again. Then he flipped up the back of Sophie's shirt. "No panties, someone is being a naughty girl today."

She moaned when her bum was revealed to the cold air. "Yes...I've been very...naughty..."

He caressed her bum before he smacked her. "How naughty?"

She moaned again. "So naughty that I want my teacher to fuck me against his desk."

He positioned himself at her wet slit. "Do you now?"

"Yes...I do..."

"Why don't you try to be a good girl and beg me to do just that...if you do that...then I'll give you what you want. If you don't, then I will leave you here with that pain between your legs. I will not satisfy you and I'll just sit here in my chair, watching you suffer."

The Doctor couldn't even believe he was saying this. He was acting like some crazy lust filled man, craving to torment and please some young adult that was his student. What was happening to him?

Sophie couldn't believe he was saying this either...but she couldn't help but love it. "Doctor..." she dragged his name out in a low and husky moan. "Please fuck me against your desk. Fuck me hard...please..."

"Good girl." he whispered huskily as he thrust inside of her roughly.

She bit back a scream as she braced herself against the desk.

He pulled out of her and then thrust back inside.

"Doctor!" She moaned loudly as she thrust back against him.

"Is this what you wanted?" he growled playfully as he thrust into her again.

"Exactly...what...I wanted!"

He smirked at her reaction as he continued to thrust into her, pushing her harder against the desk with each thrust.

"Oh yeah...Doctor! That's it!" she cried.

His hands gripped both sides of the desk as he moved faster. "You're so tight...so wet..."

"Only for you...Doctor!" She tossed her head back, letting out a loud cry. It echoed through the entire classroom.

The Doctor didn't really care at this point if someone heard them. She was right, there was hardly anyone here since classes were done for the evening. All he cared about was hearing his name being moaned by this beautiful woman.

She leaned her head on his shoulder, a look of complete pleasure on her face as he fucked her against the desk. From how hard he was pushing her against it, she knew that she was going to have buries but she didn't care. Not at all.

"Do you like it when I push you up against the desk like this?" he purred in her ear as he thrust into her roughly.

"Yes Doctor!" She moaned, her head arching up on his shoulder. "I love it!"

He grabbed her chin, turning her back over to him so he could capture her lips as he started moving harder against her.

She whimpered into his kiss as she moved back against him just as hard.

His hand lowered from her chin and down to her breast where he began squeezing it again through her bra.

"Doctor..." She moaned into his mouth as she tried to reach one of her hands back to unhook her bra, wanting it off so he could touch her better.

He broke their kiss and batted her hands away, quickly unhooking her bra for her.

As soon as she felt her bra loosen, she grabbed the hand that was on her breast and pulled it away so she could toss her bra out of the way.

He moaned as his hand touched her bare breast.

Sighing at his touch, she grabbed his other hand and placed it on her other breast.

He kissed her shoulder as he massaged her breasts. "Better?"

"Much better." She moaned.

The Doctor moaned as he continued to play with her breasts. He loved the way that they felt in his hands. Her tiny nipples started to harden under his touch.

Showing him what she wanted, she moved his thumb and brushed it against her nipple, making her give a small moan.

"Is that what you want?"

"Yes...play with my nipples..." she purred.

He loosened his grip and did just that for her.

She arched her chest at his touch, moaning as his thumb and forefinger tugged at her nipples.

He smirked as he rubbed the tiny buds, pulling on them gently as he started to move again.

She moaned again and she started moving along with him.

"Does this feel good, Sophie?" he asked, pinching her nipples.

She whimpered this time. "Yes...it feels amazing..."

His smirk grew wider as he continued to tease her breasts and thrusting into her roughly. He never knew that teaching at this school would lead up to this. Especially with Sarah Jane's niece.

"Doctor..." She moaned. "I need to cum...make me cum please..."

"What do I need to do to make you cum? Just tell me." he purred seductively in her ear.

"Fuck me even harder...play with my breasts...and pinch my clit..." she told with a tiny growl.

His hands got to work, one on her breast and one went straight to her clit, rubbing it roughly. As his hands kept her busy, the Doctor started thrusting into her faster.

"Doctor!" she cried his name repeatedly as she felt herself get closer and closer.

The Doctor moaned as he walls started squeezing around him again. "Are you going to (add that) for me?"

"Yes Doctor!" she screamed as her walls tightened around him even tighter. "I'm going to cum for you!"

Suddenly he pinched both of her sensitive spots as he pulled out of her completely before thrusting back inside. "Cum for me!"

She screamed his name again as she came so hard that she was practically gasping for air afterwards.

The Doctor continued to thrust into her until he finally came inside of her, screaming out her name.

"Fuck Doctor..." She gasped harshly.

"Ohh...Sophie..." he panted as he leaned his head on her shoulder.

"You're so...fucking amazing..."

"Thanks..."

She laughed breathlessly. "You're welcome."

He grit his teeth as he slowly pulled out of her. "I'm...sorry..." he whispered as he pulled up his boxers.

"What for?" She moved back from the desk and turned around to face him.

He walked over to his chair, sitting down. "That I acted like that...I've never...done anything like that before."

"I didn't mind," she reassured him as she headed over to him.

He pinched the bridge of his nose. "But I'm not even close to what I acted like. I'm not some lust crazed man, Sophie."

"Could've fooled me," she joked, trying to lighten the situation.

He groaned as he ran his hand down his face. "But I don't want you to think of me like that." he said, turning his chair around away from her. "That's not me. I've never done anything like that with a woman."

"Never?"

"No."

Sophie went up to him and tentatively rubbed his shoulders. "Doctor, I don't think of you that way," she told him softly. "You just got lost in the moment."

"But I'm ashamed of what I did."

She didn't say anything for a moment, still rubbing his shoulders. "You shouldn't be...it was amazing."

The Doctor didn't respond to her. He knew it was amazing...but it still didn't change the fact that he acted like that.

"Doctor, I really didn't mind you acting like that," she said as she stopped rubbing his shoulders and moved to the front of him, settling herself in his lap.

"Sophie...what are you doing?"

"What does it look like? I'm sitting down."

"In my lap?"

She nodded. "Yes."

He sighed as he leaned back in his chair, closing his eyes. "Fine."

She stared at him for a moment before she smirked to herself and pressed a kiss to the hickey she had given him earlier.

He inhaled sharply.

She smirked against his skin as she moved up his neck, going to his jaw and nibbling him there.

"Sophie...stop that..."

She continued to nibble at his jaw as one of her hands trailed down his chest.

"Sophie." He growled as he opened his eyes.

"Yes?" she mumbled against his jaw, smirking.

He grabbed her hand, pulling it away from his chest. "Stop."

She didn't pull her hand away from his but she did curl their fingers together as she moved up his jaw and went up to his ear, nibbling at the sweet spot behind it.

His other hand, pushed against her shoulder, making her release the skin. He glared at her as she look at him innocently.

"What?" she asked, her innocent voice matching the look on her face.

"We're not doing this again."

"Why?" She pouted at him. "It's not like we don't have anything better to do."

"There's always talking and getting dressed." he pointed out.

"That's true," she agreed. "But those aren't nearly as fun as having sex with you."

He raised an eyebrow at her. "Is having sex with me that much fun?"

"It is, baby." The endearment slipped out of her mouth easily as if it was the naturalness thing in the world.

He stared at her strangely at the sound of his 'nickname'. "Baby?"

"Yeah..."

"Why am I a baby?"

"I don't know...it just slipped out..."

He snickered at her reaction and she pouted at him again. "What?" he laughed.

She went to pout at him some more but she couldn't help but laugh with him.

He unconsciously squeezed her hand as they laughed at each other.

When he squeezed her hand, she stopped laughing and glanced down at the connected hands. She couldn't help but think how right his hand felt in hers.

He noticed her reaction and looked at their hands as well.

"They fit perfect," she whispered as she brushed her thumb across his knuckles.

"Yeah...they do..."

"Why is that something so wrong...feels so right...?" It finally hit her that she had slept with her teacher. She had never did something this bad before...but like she said...it felt so right...like it was meant to be.

He shrugged. "I don't know..." Then he noticed her worried expression. "What is it? What's wrong?"

"I just slept with my teacher..." she breathed.

His eyebrows rose. "Yeah? Didn't we already discuss that at the beginning of this?"

"I know...but it didn't hit me...until just now..." With a sigh, she climbed out of his lap and headed towards her clothes.

"Hey, where are you going?"

"Getting dressed," she said not looking at him. "You're right. We shouldn't do this anymore..."

He slowly stood up and walked towards her. "Welllll...that doesn't mean that you have to leave."

"Yes it does. If I don't, I won't be able to control myself and I'll sleep with you again..."

"Really? How do you know that?"

"I just do..." She leaned down to pick up her bra.

"Seriously? How?" he insisted as he walked closer.

"Because I haven't even been able to the other two times."

"Then let's test that theory." he said as he stood near her as she pulled her bra on. "See if you can hold yourself back. Just think of me as your teacher and don't even think of what just happened."

"Okay...but I won't be able to do it..."

"You can still try, don't give up on yourself yet." He encouraged her as he stood there.

She finally turned her head towards him. "Fine...I'll give it a shot." She turned to fully face him and she unhooked her bra, letting it fall back to the ground. Then she unzipped her skirt and let it fall to the ground also. She was now naked in front of him.

He swallowed as he stared at her naked body. "Wh-why do you have to be naked?" he asked, feeling himself growing hard again.

"I don't...but how do I look?" She twirled around for him with a smirk on her delectable lips.

"Um...very beautiful." he answered as he scanned her body from head to toe.

"Mm...thank you." She eyed him hungrily. "What about you? Do I get to see your cock looks like?" She stepped towards him, eying his boxer clad cock as she licked her lips.

"Hey, we're trying to see if you can hold yourself back here. I'm not tempting you. Keep in mind that I am your teacher." he reminded her.

She stopped in her place and shook her head, remembering. "Right...you are my teacher...my really hot and sexy teacher..." The last thing she said was in a murmur but the Doctor could still hear her.

"You know what? I think it would be better if we made this better." he said as he walked over to the pile of clothing that was left on the floor. "I'll put on my pants so you don't have to look at my lower half." He pulled up his pants, buttoning them up.

She groaned out loud as soon as he was covered.

"Hey, we're doing this for you, remember?" He told her as he walked back over and picked up his shirt. "Maybe I'll just put my shirt on since you kept staring at my bare chest."

"No...you don't have to do that..." she protested. "I'll be good, sir."

"Sir? Didn't know I would be a 'sir'." he laughed as he pulled his shirt over his shoulders. "I won't button it."

"Well you did tell me to remind myself that you are my teacher, sir."

He chuckled again, shaking his head. "Being called 'sir'...just sounds strange."

"Oh and that reminds me...you have to call me Miss McQueen...you are my teacher after all." She stressed out the word 'teacher' with a smirk as she turned around to sit in his chair, leaning back against it and crossing her legs.

"Oy! Why do you get to sit in my chair?"

"Because I can." She smirked some more as she spun his chair around.

"But you're naked." he pointed out as he walked over to his desk, placing his hands on it.

"Good eye, sir."

He rolled his eyes at her.

"Does me being naked bother you?" Sophie stopped spinning the chair once she was facing the Doctor. She uncrossed her legs and let them part.

"The fact that you're sitting in my chair naked does." he said, looking away from her.

"And why's that?" She twirled a piece of her blonde hair around her finger.

"Well I don't sit in my chair naked."

"Of course you don't...you are a teacher after all. You can't just sit in your chair naked while your teaching a class. Though...sometimes I do picture you naked in this here chair." She ran her hands down the arms of the chair with a smirk. "Given I'm imagining myself going down on my knees and sucking you off while you sit there."

He sat on his desk, facing away from her. "I thought you were supposed to not focus on having sex with me."

"Yeah...but I just can't help it. I know it's wrong. Especially since I'm in love with you."

He sighed, hearing those words again. "Sophie...you can't be in love with me."

"Well I am," she told him softly. "You can't help who you fall in love with."

She had a point, but he knew this was wrong. Even though he wasn't really a teacher, he still couldn't...

The Doctor's eyes widened in realization. "I'm not really a teacher..." he barely whispered.

She looked at his back confused. "What do you mean?"

"I'm not really a teacher..." he said a little bit louder, lifting his head.

"You're not? Then what are you doing here for? Are you here on alien business?"

"Yeah, I'm investigating weird activity here at the school." he explained as he looked over his shoulder at her. "Just about everyone in your class has an A in this class."

"Everyone?" Sophie asked surprised. "Really?"

"It would seem." he responded. "Every test I've given to your class has come back with the exact same score every time. Except yours."

She frowned. "That is strange..." She felt happy about this news. He wasn't really a teacher and that meant she wasn't doing anything wrong and neither was he.

"I've been undercover as a teacher the whole time I've been here. That's why I just showed up out of nowhere and started teaching your class."

"That's great," she said brightly. "We haven't done anything wrong then."

The Doctor ran a hand thorough his hair. "I guess not...I mean I was your teacher...but..."

"But what?" she asked, getting up from the chair.

"But I'm not leaving this school until I get to the bottom of this investigation, so that still kind of makes me your teacher." Then he paused. "Unless..."

"Unless what?"

He quickly got off the desk and started buttoning up his shirt. "Get dressed."

"Where are we going?" she asked curiously but didn't move to get dressed.

"Just get dressed and get your books." he told her as he tossed her some of her clothes.

She caught the clothes he threw at her and began putting them on. Once she got her bra, shirt, and skirt back on, she grabbed her wet panties and stuck them in the back pocket of her skirt before going to get her books.

He saw her put her panties in her pocket as he pulled his jacket on. "Really? In your pocket?"

"Yes really. Unless you want them in yours." She smirked over at him. "And after tonight, you can keep them to remember this night." She picked up her books and tucked a piece of hair behind her ear.

His eyes widened at her before he picked up his briefcase. "I-I was referring to you wearing them." he said, shaking his head at her as he started cleaning up the papers that were all over the ground.

She moved over to him and sneakily put her panties in the back pocket of his pants before smacking his bum playfully.

"Hey!" he squeaked.

"Sorry my hand slipped," she said innocently.

He rolled his eyes as he stuffed the papers into his briefcase, making sure there wasn't a mess on the floor.

As he did this, she stared at his bum. He had a lovely bum.

The Doctor could feel her eyes on him. "Eyes off the bum."

"Aw but you have such a lovely bum." She pouted as she caressed him there.

He batted her hand away as he stood up to his feet. "Knock it off." he said as he walked to the door.

"I'll knock it off...for now..." she told him with a smirk, following close behind him.

He rolled his eyes again as they walked out of the classroom and down the hallway. The Doctor led her out of the school and down the street.

* * *

><p><strong>TBC...<strong>

**If anyone would like to leave a request for AU situations you want to see the Doctor and Sophie, send them in and me and my co-writer might do them ;)**


	2. Student and Teacher AU: Part 2

**Summary: **A AU in which the Doctor is undercover as a teacher with Sophie McQueen as his student. Three Part AU. Rated M for sexual content and language.

**Author's Note: **This AU takes place in between Tooth and Claw and School Reunion. What's going on in Sophie's school is what happened in School Reunion. Let's just say the Krillitanes thought they could use college students to rewrite the code.

Oh and there is more parts to this AU. It was gonna be one big one-shot but I decided to split it.

But anyway, me and my co-writer hope that you enjoy this AU!

Here's part 2! Enjoy!

* * *

><p>As soon as they turned the corner, out of the school's sight, he grabbed her hand and started running away. "Come on!"<p>

She couldn't help but laugh as he pulled her along, wondering where he was taking her.

He laughed with her as well as they ran through the city.

"Where are you taking me?" Sophie asked through her laughter.

"To the best place in the entire universe!" he laughed as he pulled her around another corner.

In the distance, a blue police box came into view.

She gasped at the sight of it.

It was the TARDIS. She grinned excitedly over at the Doctor as they ran towards it.

When they finally made it there, the Doctor unlocked it and let her inside. "Welcome to the TARDIS!"

She moved around the enormous space, a look of awe etched across her face. It really was bigger on the inside. She didn't say anything as she looked around every inch of the TARDIS control room. She headed over to the console and placed a hand upon it, a feeling of warmth and the sense of being home coming over her.

He smiled at her reaction as he shut the door behind him. Usually people would walk inside and then walk back outside to look at it, making sure that they weren't dreaming.

"She's just as beautiful as I thought she was going to be," she breathed as she caressed the controls gently.

"How do you know that she's a she?" he asked as he walked over to her.

"It just feels like she is..." she mumbled to herself.

The Doctor chuckled. "The TARDIS is a girl. At least I'm pretty sure she's a girl."

"She is." She smiled affectionately as she looked up at the time rotor.

"Do you like her?"

She glanced over at him, still smiling softly. "I love her."

"Your aunt loved her too." he said as he put down his briefcase.

"Yeah..." she said softly. "I know she did."

The Doctor walked around the console, pulling a few levers and pushing buttons to make the TARDIS start up. "Sorry, I have to move her. Gotta make sure we weren't being followed."

"It's okay," she told him, smiling giddily at the thought of actually being in TARDIS as she started up.

The whole room started to shift, causing them to grab onto the console to hold themselves up.

She laughed happily at the feeling beneath her feet as she kept a tight hold on the console.

The Doctor laughed as he pulled another lever, making the movement slow down. He ran back over to the door, motioning for her to come over.

Sophie instantly went over there, a skip in her step as a wide smile appeared on her lips. This was just all so exciting!

"Sophie McQueen, I give you..." he trailed off, opening the doors. "The universe."

As soon as the doors were open, her eyes were met the beautiful sight of space and she couldn't help but tear up at how beautiful was. She never thought this would happen. She thought she would never meet the Doctor or see the TARDIS. And she did all of that and more in one night. Still in awe, she carefully sat down, her legs dangling out of the TARDIS.

He smiled as he sat down next to her. "Well? What do you think?"

"It's amazing," she muttered in awe as she leaned her head on his shoulder and her hand found one of his, curling their fingers together.

He was a little startled by the gesture, but calmed down as he leaned his head against hers.

Her thumb brushed the back of his hand as she gave a sigh of contentment.

"Beautiful, isn't it? All of those stars and planets, just waiting to be explored." he sighed.

"Yeah..." A wishful look crossed her face, "Wish I could see it all..."

"Maybe I could take you traveling one day."

"But one day could be a long time from now," she whispered sadly.

He squeezed her hand. "Well how about after the investigation is all over and I save the day, I come back and take you on a little adventure through time and space?"

"I'd love that." She smiled at him brightly but then her smile fell, realizing that after that little adventure she would have to go back to her normal life. She didn't want that. And the thought of leaving the Doctor brought an unsettling feeling in her stomach.

He lifted his head, looking down at her. "Hey, sometimes one little adventure can turn into a lot of places to visit. I mean, I could take you to about five different destinations in about two hours."

"I know...but..." She sighed, staring out into space.

"But?"

"But...I don't want to leave you..."

"You...you don't?"

"No..." She still didn't look at him.

He didn't really want her to leave either, but he wanted her to have a nice life. He wanted her to finish college and maybe start a family of her own. That's what he tried to give Sarah Jane.

There was silence between them until Sophie broke it. "Do you...have someone traveling with you...?"

He hesitated for a moment before answering. "Yes I do..."

"Oh...what's her name?"

He paused again. "Rose Tyler."

"Oh..." she said again, not knowing what else to say.

"She's not here right now, she's actually visiting her mother for a little bit. So I'm just traveling alone at the moment."

"Oh...okay..."

He frowned at her expression. "We're not together if you're wondering. She's just a really good friend."

"Good to know...not that I care or anything..." She let go of his hand and she stood up to her feet before heading over to the console.

He slowly stood up, closing the door behind him before he followed her back to the console.

When he joined her, she didn't say anything to him.

"Sophie...I'm sorry if I upset you..."

"You didn't..."

He grabbed her shoulders, turning her around to face him. "I can tell when someone is upset."

"Okay...maybe you upset me a little..." she finally admitted.

He squeezed her shoulders gently. "I'm sorry..." he said as he walked away from her, running a hand through his hair.

She stared after him, staying where she was. "Doctor...you don't have to apologize."

"Yes I do...I brought you here..."

"I wanted to come." She slowly headed over to him.

"But I'm the one who suggested it...well I just told you to come with me and you followed."

"Yeah...and I don't regret following you.' She was now behind him and she slowly wrapped her arms around his waist.

He sighed. "But bringing you here just made you sad."

She didn't deny that, but she still didn't regret it. She rested her chin on his shoulder and pressed a kiss to his cheek, closing her eyes as soon as her lips made contact.

He closed his eyes as well, sighing at the feeling of her lips against his skin.

She then moved her lips to the sweet spot on the back of his ear, pressing an open mouth kiss to it while her hands caressed his stomach.

"Sophie..."

She began nibbling back there as her hands slipped down further to play with the buttons of his pants.

He moaned softly as he leaned his head back, giving her more access.

She went down his neck, going to his pulse point, and sucked on it gently. As she did this, she started to unbutton his pants.

His hands moved behind his back, sliding his hands up and down her sides.

Sighing against his neck at his touch, she got all of his buttons unbuttoned. She then slid her hand inside his pants and into his boxers, grabbing his soft cock in her hand.

"Ohhh...Sophie..."

She moved her hand up and down his shaft slowly as she bit down on his pulse point.

His back arched against her as he moaned her name again.

At his reaction, she bit down harder as she used her free hand to pull his pants down.

His hips started moving as she pumped him in her hand. Then he reached both of his hands behind his back, finding her hips and began rubbing them gently.

She released his neck and moaned his name, moving her hand faster.

The Doctor quickly pulled her hand out of his boxers before he turned around in her arms, wrapping his own around her body, bringing her closer to him.

Sophie leaned up to kiss him heatedly, her hands roaming his backside.

He kicked his pants off behind him as he started unbuttoning her shirt frantically.

As he unbuttoned her shirt, her hands went up his own shirt, feeling the muscles under her fingertips.

Fed up with trying to blindly unbutton her shirt, the Doctor suddenly ripped her shirt open, scattering buttons across the floor.

Sophie gasped against his mouth in surprise before growling against them as she ripped his own shirt open.

He broke their kiss, looking down at his ruined shirt. "Oy! That was one of my favorite shirts!"

"Well you did the same thing to mine!" She stuck her tongue out at him. "How am I going to explain this ruined shirt to my aunt?"

He pondered over it for a moment. "Uhhh...just say that you fell down and ripped your shirt."

"Oh come on, this is Sarah Jane we're talking about, she's not gonna believe that!"

"Well I don't know what to say!" he argued. "I don't want her to know that I violated her niece like this!"

"You didn't violate me! I wanted it!"

"She's still going to kill me if she finds out!"

"She won't find out! I'm sure as hell not gonna tell her!"

"But she's Sarah Jane Smith! She finds out everything!"

"She won't find this out..." She shook her head. "I'm not going to let her..."

He gripped her shoulders. "But what if she does?"

"I...I don't know..." she whispered, glancing away from him.

He sighed before her tilted her chin up. "Look...if she finds out...I'll take full responsibility."

"No...you don't have to do that."

"Yes I do...I should have just told you no and stopped myself then and there. Instead we ended up having sex twice and one of them was me acting like some lust crazed man."

"Still you shouldn't be the one to take all of the blame," she pressed. "It takes two people to do something like this."

"Yeah...but I should've stopped when we started..." He groaned.

"Well...it's too late now..." she told him. "It's been done...and there's nothing we can do about it..."

The Doctor exhaled loudly. "I guess..."

She stood there for a moment, not knowing what to say. So instead of say anything, she leaned up and kissed him on the lips.

Since there wasn't any more to fight about, the Doctor gave into the kiss, ripping the ruined shirt off of her shoulders and then shedding his own.

As one of her hands explored every inch of his exposed back, her other hand reached back to unhook her bra.

His own hands beat her to it, quickly unhooking her bra.

She broke the kiss to toss her bra out of the way before she resumed kissing him. As they kissed, she began pushing him towards the captain's chair.

He moaned into her mouth as he felt around behind him for the chair. When they finally found it, the Doctor sat in the chair, lifting her into his arms.

Sophie settled herself in his lap as she wrapped her arms around him and pushed her lips harder against his. Since she was sitting in his lap, her skirt bundled up to her waist.

His fingers desperately tried to find the zipper on her skirt, wanting to feel her completely naked body against his.

Feeling his desperate fingers trying to get her skirt off, she reluctantly broke the kiss and climbed out of his lap to unzip her skirt. Once it was, she pulled it off of her, finally leaving her bare.

He kicked off his shoes as he stared at her. "Wow..."

Sophie couldn't help but blush shyly at his intense gaze as his eyes roamed her naked body from head to toe.

"You're...beautiful..."

"Thank you..." she said quietly, blushing some more as she headed back over to him. Once she did, she started to pull down his boxers, wanting him naked too so she could finally see what he looked like.

He lifted his hips up so she could pull them down.

She got them down, freeing his cock, and she stares at him in complete awe. He was gorgeous.

"Gorgeous," she mumbled as she ran her index finger down his length.

He shivered under her touch. "Never...been told that..."

"Well you are..." she told him, still staring at him and wondering what he would feel like in her mouth. She decided then and there to find out. She kneeled down on her knees as she gripped his shaft in her hand.

"Sophie..." He moaned as his hips slowly lifted.

She paused for a moment before she leaned forward and took the tip of his cock in her mouth.

His fingers dug into the armrests as he moaned loudly.

Her eyes glanced up at his face and smirked around him at the look of pleasure that was there. She took more of him in her mouth, all the way to where her hand was gripping him.

He gasped as his head leaned back. "Ohhhh Sophie..."

When he gasped out her name, she started sucking on him gently.

The Doctor shut his eyes as he continued to moan. Her mouth felt absolutely amazing around him. This was the first time that he had ever done something like this and it felt...indescribable.

Tentatively she began using her tongue as she continued to suck him.

"Sophie...that feels...ohhh..."

She hummed around him in reply as her tongue made patterns on his cock.

One of his hands came down, threading his fingers through her hair, tugging on it gently.

When he did this, her sucking became faster and harder as she started bobbing her head on him.

"Sophie...faster...please..."

She listened to him instantly. Then she sucked in a breath and blew around him, her cheeks puffing up as she did.

He moaned out her name again as he moved his hips with her sucks.

Her hands reached up and traced his inner thighs with her fingers as she picked up the pace of her head even more.

"Sophie...keep going..." He groaned as her sucks grew more intense.

She listened to him as she stood up on her knees while her mouth continued to work its magic.

The Doctor loved this and he couldn't get enough. He wanted to feel everything with this woman...even if it was only for one night. He didn't know if he loved her or not...but maybe he did feel something for her.

Her tongue went up his length to the tip of him where she began swirling it around him.

"Sophie...I'm close...please..." He begged her.

In response, she gave him a hard suck, her mouth practically squeezing his cock.

"Sophie! I think I'm going to..." He moaned as he came hard into her mouth, arching his back against the chair.

As soon as he filled her mouth, she moaned around him and began drinking him down.

The Doctor panted as he sunk back into the chair, moaning softly as he came down from his high.

Once she got him down, she pulled her mouth away from him and wiped her mouth with the back of her hand.

"Thanks..." He sighed.

She smirked up at him. "Anytime."

His head leaned against the back of the chair trying to catch his breath.

Sophie stood up to her feet and gently settled herself back in his lap, stroking his cheek with one hand and the other stroked his hair.

"You were...pretty...pretty good..." He sighed.

She giggled. "I try." She pressed a kiss to his neck softly.

"You know...that was the first time...a woman has done that for me..." He panted.

"Mm...glad...I'm...the...first...then..." she said in between kissing his neck.

He chuckled breathlessly.

She smiled against his neck, getting to his pulse point and kissing him there. She had no idea why she loved kissing him right there. But she just did.

He sighed softly as he rubbed her back.

She pulled back from his neck and pressed her forehead his, breathing gently.

He smiled as he pecked her lips quickly.

She stared into his eyes as she reached a hand up and brushed her thumb across his lower lip. "I love you..." Again the words slipped out of her mouth just as easily as all the other times. She knew that he wouldn't say he felt the same way but that didn't mean she wasn't going to tell him how she felt.

He brushed her hair behind her ear, sighing.

She closed her eyes at his touch.

"I don't know what to say..." He whispered.

"You don't have to..." She whispered back.

He cupped her cheek, rubbing the skin with his thumb. "But...I feel like I should say something..."

She opened her eyes to stare into his. "Well...what are you feeling...here?" She placed her hands on his chest, feeling his hearts beating against her hands.

He closed his eyes, feeling her hands against his chest. "I don't know..."

"Do you...at least feel something for me?" she asked softly. "Because if you don't tell me now...and I'll leave right now...and we can forget everything that occurred tonight..."

"No..." He barely whispered as his other arm wrapped around her, slowly opening his eyes. "Don't leave."

"Then...you do? You do feel something for me?" Her own hands cupped his face as she stared deeply into his eyes.

"I think so...but I don't know for sure..." He said truthfully.

She nodded, accepting this. "Okay..."

He looked away from her, trying to think of something to say.

"You don't have to say anything else...I get it...you're not in love with me like I am with you..."

He shut his eyes as he slid his hand down her back.

After staring at him for a moment, she sighed and removed his arms from around her before getting up out of his lap and heading towards her clothes.

The Doctor lifted his head as he saw her start to put her clothes back on. "What are you doing?"

She zipped up her skirt as she answered without looking at him, "Getting dressed...I'm ready to leave..."

"Leave? Why?" he said as he stood up. "I thought you said that if I gave you an answer, you wouldn't leave."

"I changed my mind...I want to leave. I can't stay here when you won't give me a straight answer."

He walked over to her as she pulled up her skirt and was starting on her bra. "No...you can't leave."

"Why?" She turned her head towards him. "Give me a good reason why I should stay."

"Because...because I..." he hesitated.

She scoffed and turned away from him. "I thought so."

The Doctor walked closer to her, grabbing her arm before she could try and walk away.

She jerked away from him. "Don't."

"Sophie...don't walk away from me." he insisted as he grabbed her arm again.

Again she jerked away from him but this time she moved away. "I. Said. Don't."

Before she could walk away again, the Doctor quickly grabbed her shoulder, turning her around and bringing her to his chest where he crushed his lips against hers.

Sophie made a noise of protest against his lips as she tried to push him away from her.

He held her close with an iron grip, never wanting to let her go as he kept kissing her.

"Doctor...don't..." She protested against his mouth weakly as she still tried to push him away.

He didn't respond as he kissed her again, trying to get her to stop struggling.

She continued to struggle but as soon as his tongue forced its way into her mouth had tangled with hers, she stopped and gave into the kiss.

He moaned into her mouth as he deepened the kiss.

She wrapped her arms around him, kissing him back hungrily as she pushed her naked body against his.

He quickly pulled her skirt and panties down before he tried to get her bra off blindly.

She helped him with it before she jumped up and wrapped her legs around his waist.

His arms wrapped around her, supporting her as he started carrying her off out of the control room and down the hallway. After they walked about halfway down the hall, the Doctor slammed her up against the wall, moaning deeply into her mouth.

She whimpered as soon as her back hit the wall. Her legs tightened around his waist and she bucked her hips against his as her hands buried themselves in his hair.

He broke their kiss and started moving down her neck, leaving little bites along the way.

"Doctor..." She moaned loudly as she leaned her head back to give his more access to her milky skin.

He moaned against her neck, hearing his name being moaned out. Then when his lips passed over a weak spot that made her shiver, the Doctor bit down on her neck.

"Doctor..." She moaned his name again, a little bit louder as her hands tightened in his hair.

He smirked against her neck as he dug his teeth in deeper.

She whimpered as one of her hands moved down to cup his neck, bringing him in closer.

As the Doctor continued to bite her neck, he suddenly felt the urge to bit down hard enough to mark her as his. If he did this, then she would be his forever and she would never have to leave and find another man. But he shouldn't do this without her consent and he was still confused with his feelings towards her. Finally with his decision made, the Doctor released her neck and started to sooth the bite with his tongue.

Sophie gave a sound between a sigh and a moan as his tongue made contact to her skin.

When he was done licking the mark, he pulled her away from the wall and started to continue his way down the hall with her in his arms.

Though she wondered where he was taking her, she didn't voice it out loud as she returned her lips to his.

The Doctor moaned into her mouth as he opened his eyes, finally locating the location. He quickly opened the door, carrying her inside before kicking the door shut behind them.

Hearing a door slam shut, she broke their kiss to see where they were at and they were in a bedroom.

"Here we are." He carried her over to his big four posture bed with dark blue bed sheets and threw her down on the bed. Then he crawled up her body, recapturing her lips again.

"Wait..." she mumbled against his lips before breaking their kiss again with a pant. "Who's bedroom is this?"

"Mine..."

"Yours?" She sounded surprised and she was. Even her aunt didn't know where his bedroom was at.

He nodded slowly, hoping that he didn't upset her even more.

"Why did you bring me here?"

"I just thought it would be more...comfortable for you, since my bed is really nice."

"Is that it?" she whispered, feeling a little hurt that was the only reason why he brought her here.

He stared down at her. "Well I...I thought that you'd like to be in a real bed this time...instead of a chair or a desk..." he explained. "You're actually in one of the comfiest beds in the entire TARDIS...my bed...that only I sleep in..."

"It's just that...no one knows where your bedroom is...why would you take me here? Like you said you don't know me...so why me?"

"Well I...wait. How do you know about that?" he questioned her.

"Sarah Jane," she answered simply. "Even she doesn't know where it is..." She shook her head, looking up at him sternly. "But don't change the subject…why me?"

He shook his head. "I just don't get why she would be curious about where my room was."

She huffed to herself. He wasn't answering her question.

"Doctor, will you stop being stubborn and just answer me?" she snapped, frustrated.

He sighed before answering. "Well I don't just bring...anyone...in here...if that's what you're thinking. I thought it would be...special...to bring you here."

"And it is...but you said you weren't sure if you felt something for me...and you bring me to your bedroom. So how can you not be sure?"

He rolled off to the side of her, laying down beside her as he dragged a hand down his face. "Sophie...I honestly don't know what I feel for you. I'm not saying I love you...because I barely know you, even though you were my student for the past month."

She lifted her head up, leaning it against her hand as she stared at him. "Then let's get to know each other," she said softly.

"Right now?"

"Why not? Unless you want to have sex with me again beforehand."

He laughed. "Well the choice is up to you."

"Well then..." With a smirk, she straddled his hips before leaning down to kiss him.

"Mm...does that mean...we're...having sex?" he murmured between kisses.

"Mm...definitely..." She gave him a deep kiss, cupping his face in her hands.

He moaned as he grabbed her hips, flipping her over, putting her beneath him. "Right now...it's my turn." he purred before he kissed her again.

She moaned into his mouth, liking the sound of that, as her hands trailed down his back.

His lips left hers as they trailed down her body, kissing over her neck and down to her breasts. He took one of her nipples into his mouth and began to suck on it gently.

"Oh!" Sophie gasped as soon as his hot mouth made contact to her nipple.

His tongue circled around the bud, moaning against her breast. As he sucked on her nipple, his other hand slid up and began to play with the other one, giving it the same attention.

"Doctor..." She moaned loudly, arching against the covers of his soft bed.

When he was done sucking on the first one, he switched over to the other one and began to suck on it a little bit rougher.

She whimpered, loving the way his mouth felt on her nipple especially with the way he was sucking on it. His mouth was brilliant.

As his lips continued to suck, he started to graze his teeth against it.

One of her hands went up and tangled her fingers into his hair, pushing him closer to her breast as her hips bucked up against his.

He gently bit down before he released her nipple, smirking up at her. "Did you like it?"

"Yeah..." She moaned. "Keep going..." Her hips bucked against his again before rubbing against his cock.

The Doctor kissed both of her nipples before his lips moved further down her body, kissing the purple marks that were on her hips from earlier.

She let out a sigh of contentment as he kissed her there.

"I'm sorry for that." he whispered.

"Mm...It's okay..." she murmured. "The sex was...worth it..."

He smiled against her hip as he moved down further, kissing her inner thighs gently.

She shivered as his kiss sent warmth in between her legs.

His mouth moved up further between her legs growing closer to where she wanted him most.

"Doctor..." she whimpered. "Please..."

"What do you want?" he purred seductively.

"You...to fuck me...with your mouth."

His tongue moved up to start tracing her slit, tasting her juices.

She moaned and her head arched against the bed. "Oh Doctor..."

He moaned deeply as he thrust his tongue inside of her suddenly, feeling her juices coat his tongue.

She instantly let out a cry of pleasure as she let go of his hair to grip the sheets with both of her hands.

His hands slid up her thighs, rubbing them gently as he swirled his tongue inside of her, moaning at the taste.

She moaned his name repeatedly, her legs lifted up and she put them over his shoulders.

He pushed his tongue in further as he brought his hand up to play with her little bundle of nerves with his fingers.

Her legs tightened around his shoulders as she cried out his name, bucking her hips against his mouth.

His tongue scrapped against her walls while his fingers pinched and rolled her clit He never knew that this would be so exhilarating for him. She tasted absolutely amazing and he couldn't get enough of it.

"Doctor..." she choked out with a strangled moan, closing her eyes tightly and arching her back completely. "Go...faster...Doctor...oh please..."

He complied to her wishes as he started to bob his head with his thrusts. His other hand came down and thrust a finger inside with his tongue, moving them both at the same pace.

Sophie's eyes nearly rolled into the back her head at the intense pleasure she was getting from this. For someone who had never done this with a woman before, he was amazing at this.

He moaned inside of her as he picked up the pace, pinching her clit.

"Doctor...Doctor...Doctor...Doctor..." she chanted in pleasure, moving her hips along with his finger and tongue.

The Doctor loved hearing his name being called like that as his tongue and finger curled inside of her, trying to make her cum.

"Oh Doctor! I'm going to..." She was unable to finish her sentence as she came hard into his mouth, black spots appeared in her vision from how hard she came.

The Doctor moaned deeply as her juices practically flowed onto his tongue. Hearing her scream his name sent shivers down his spine.

Her body withered and trembled on the bed as she blinked multiple times to clear her vision of the black spots.

When most of her juices were cleaned up, the Doctor slowly pulled away from her, licking the remaining juices off of his finger. "How was that?" he asked as he crawled back up, laying down beside her.

"Amazing..." She panted. "Are...you...sure...you've never...done this...before...?"

He shook his head. "Nope...never."

"You're really good at it...much better than...the other guys...I've been with..."

He chuckled, propping elbow up, leaning his head against his wrist. "Really? Wow...didn't know I was that good. How many guys have you been with?"

"A couple..."

"And I'm better than them?"

"Much...better..." She groaned, flipping over on her side so she was facing him.

He smiled as he brushed a strand of hair away from her sweaty face. "Glad to hear."

She smiled back before she scooted closer to him and snuggled into him.

He rolled onto his back, pulling her to his chest. "Can I be honest about something with you?"

"Mm...of course..." She sighed as she rested her head on his chest.

He hesitated a moment before telling her. "Um...I don't want you to be upset with me or anything...but I used to be married a long time ago..."

At that, she lifted her head off his chest and stared at him for a moment then she nodded.

"Okay."

"I just wanted to let you know that I used to be married...didn't want to be hiding something that big..."

"I guess that's true...a man deserves to have someone by his side through the bad times..." Then he paused. "But she's not here anymore...she passed away..."

Again, she lifted her head off his chest to look at him. "What happened?" she asked softly.

"There was a war on my home planet...and it's all gone..." he responded sadly.

Sophie's eyes widened in shock. "No..." she breathed.

He shut his eyes. "Yeah..."

"Doctor...I'm so sorry..." She caressed his cheek with one of her hands as she looked at him sadly.

He placed his hand on top of hers, sighing softly as he felt tears gather in his eyes.

"Everything's really gone?" she whispered.

He nodded slowly.

"So...you're the last of your kind now...and so is the TARDIS..." Now she had tears gathering in her eyes.

He leaned into her touch, feeling more tears starting to flow down his cheeks. "Yes..."

Seeing his tears, she held onto him tightly, burying her face in his chest.

He held her close, stroking her hair as they cried silently together.

She closed her eyes tightly. She just couldn't believe that Gallifrey was gone.

As he held Sophie there in his arms, the Doctor felt a little bit better with her here comforting him. Even though he barely know who she was, he felt like he could trust her. She knew most of his past life from what her aunt Sarah Jane probably told her. She knew what Gallifrey was and she knew about his regenerations.

Though this was a sad moment to be sharing with him, Sophie was happy that he had opened up to her like this. It was nice.

After some time passed with them holding each other and letting out their sad emotions for a while, the Doctor kissed the top of her head. "Thank you..."

Knowing what he was thanking her for, she nodded into his chest. "No problem..."

He smiled softly as he continued stroking her hair.

They continued to hold onto each other in silence until it was broken by Sophie yawning.

"Are you tired?" he whispered.

"A little..." she mumbled with another yawn.

"We can go to sleep for a little bit and then maybe we can do the 'getting to know each other' thing later." he suggested as he reached down, pulling the sheets over their bodies.

"Mm...sounds good..." She sighed in contentment before lifting her head off his chest to kiss him on the lips.

He smiled against her lips as he broke their kiss. "Goodnight."

"Goodnight..." she whispered and as she drifted off to sleep, she whispered again, "I love you..."

The Doctor lay awake as he heard her breathing lightly, signaling that she was asleep. He didn't know what he was feeling right now. He definitely cared for Sophie...but did that mean that he loved her? Probably not just yet...but maybe there was hope for that in the future. Maybe if they got to know each other better and learned about each other's personal lives then they would share a deeper connection. But he had all the time in the world to do that with her and he was willing to do just that.

He kissed her head one last time before he slowly drifted off to sleep as well.

* * *

><p><strong>TBC...<strong>

**Continue to leave AU situations for the Doctor and Sophie! ;)**


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